Common use of The Trust Pledge Clause in Contracts

The Trust Pledge. Notwithstanding Section 7 of this Agreement to the contrary, MSCS acknowledges that the Trust will pledge its rights under this Agreement to the Indenture Trustee (as defined in the Indenture) for the benefit of the Noteholders (as defined in the Indenture) pursuant to the Indenture and agrees to such pledge. The Indenture Trustee shall not be deemed to be a party to this Agreement, provided, however, that the Indenture Trustee, acting on behalf of the holders of the Notes, shall have the right to enforce this Agreement against MSCS. MSCS shall be entitled to rely on any notice or communication from the Indenture Trustee to that effect. MSCS acknowledges that the Trust will pledge substantially all its assets to the Indenture Trustee for the benefit of the Noteholders and MSCS and that all payments hereunder, including payments on early termination, will be made in accordance with the priority of payment provisions of the Indenture and the Sale and Servicing Agreement and on the Payment Dates specified therein.